|AMAZON COM INC filed this Form 10-K on 01/30/2013|
6. This Guaranty is of a continuing nature and shall remain in full force and effect until all the terms, covenants, conditions, and agreements in this Guaranty are performed and until the later of the end of the Survival Period under the Purchase Agreement or the date upon which any alleged breach or default by Seller for which Purchaser gives notice prior to the expiration of the Survival Period pursuant to Sections 5.4 and 10.2 of the Purchase Agreement is resolved and any liability of Seller to Purchaser is satisfied (the later of which date shall be the Guaranty Termination Date). Notwithstanding any other provision of this Guaranty to the contrary, if any payment made by Seller in satisfaction of any obligation of Seller under the Purchase Agreement is returned by Purchaser as a result of court order or directive or requirement of law, in connection with any bankruptcy, insolvency, reorganization, or receivership proceeding, or other similar proceeding, that obligation shall, for purposes of this Guaranty, be deemed to continue in existence to the extent of the payment returned as if the payment had never been made. Upon the Guaranty Termination Date, Purchaser shall execute a Termination and Release of Guarantee in a commercially reasonable form.
7. Intentionally Omitted.
8. If Purchaser takes any action (including, but not limited to, actions that are not the initiation of or participation in a proceeding) or participates in any proceeding to enforce this Guaranty, or to protect Purchasers rights hereunder (including, but not limited to, bankruptcy, appellate, and post-judgment proceedings), or shall be made a party to any action or proceeding arising out of this Guaranty, whether or not such action or proceeding is commenced prior to or after expiration or termination this Guaranty, the substantially prevailing party in such proceeding shall be entitled to recover from the other party all reasonable costs and expenses, including reasonable attorneys fees, incurred or expended in connection therewith (whether or not incurred or expended prior to such action or proceeding). Further, a party shall be entitled to recover such reasonable costs, expenses and fees even if no formal action or proceeding is commenced.
9. Any act of Purchaser, or its successors or assigns, consisting of a waiver of any of the terms or conditions of the Purchase Agreement, or the giving of any consent to any manner or thing relating thereto, or the granting of any indulgences, renewals, extensions of time, releases, and discharges to Seller or any other guarantor, or the taking or releasing of any security for payment and performance of the Sellers obligations under the Purchase Agreement, or the refraining from perfecting any interest in any security granted in connection with the Purchase Agreement or any other guarantee, may be done without notice to or consent from Guarantor and without releasing Guarantor from any of its obligations hereunder.
10. The obligations of Guarantor hereunder shall not be released by Purchasers receipt, application, release or impairment of any security or other collateral given for the performance and observance of any covenant or condition in the Purchase Agreement contained on Sellers part to be performed or observed, nor by any modification thereof, nor any release or discharge of any other guarantor, regardless of whether Guarantor consents thereto or receives notice thereof.